Longevity Health Holdings Inc 2024年度报告

(Mark One)☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934For the fiscal year ended December 31, 2024OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934Commission File Number: 001-40228 LONGEVITY HEALTH HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES☐NO☐ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES☐NO☐ Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days. YES☐NO☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit suchfiles). YES☐NO☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☐If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES☐NO☐The aggregate market value of the Registrant’s Common Stock held by non-affiliates of the Registrant, based on the closing price of the Registrant’sCommon Stock as reported on the Nasdaq Capital Market on June 30, 2024, was approximately $25.1 million. This determination of affiliate status isnot a determination for other purposes.The number of shares of Registrant’s Common Stock outstanding as of March 27, 2025 was 30,119,843. Table of Contents Page PART IItem 1.BusinessItem1A.Risk FactorsItem1B.Unresolved Staff CommentsItem1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures 182525262626 PARTIIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchasesof Equity Securities27Item 6.[Reserved]27Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations28Item7A.Quantitative and Qualitative Disclosures About Market Risk33Item 8.Financial Statements and Supplementary Data34Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure65Item9A.Controls and Procedures65Item9B.Other Information65Item9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections65 IIIItem 10.Directors, Executive Officers and Corporate Governance66Item 11.Executive Compensation70Item 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters77Item 13.Certain Relationships and Related Transactions, and Director Independence78Item 14.Principal Accounting Fees and Services80 PARTIVItem 15.Exhibits, Financial Statement SchedulesItem 16.Form 10-K Summary 8284 SIGNATURES PART I Item 1. Business. Unless the context requires otherwise, references in this Annual Report on Form 10-K (this “Annual Report”) tothe “Company,” “we,” “us,” or “our,” prior to the closing of the Business Combination (as defined in Note 1 tothe accompanying consolidated financial statements), are intended to refer to Carmell Regen Med Corporation(formerly Carmell Therapeutics Corporation), a Delaware corporation, (“Legacy Carmell”) and, after the closingof the Business Combination (as defined in Note 1 to th